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Work hit harder than Cyril expected. Or that was his only explanation for why he woke feeling hit by a truck. It could have been what happened at the zoo. The battering he took inside the breeding dummy certainly left him with aches, but those mostly faded by the time he got to work. The smell stayed with him, though. The strong scent of dried cum clung to his skin. Cory drove them back from the zoo with the windows down the whole way and it didn't help. Sweating his way through a shift at work didn't help. A shower didn't help. Cyril woke in bed with a treat of morning wood and that smell the first thing to greet him.

Aches also up and down his body. He didn't even want to touch his dick because of it. He groaned and pulled his bedsheets closer. He wanted to collapse into the mattress. His arms and legs hurt in a stiff way that made no sense. He made sure to stretch before and after work, and for once skipped the gym after his shift. He slept fine enough. But even his fingers struggled to squeeze together, and his head pounded.

A few minutes after his alarm went off a knock on his door told him he needed to get up. He shuffled to the shower, too pained to even be embarrassed at the tent waving around in his pajamas. Once in the bathroom he stepped out of the loose sweatpants and stepped into the tub. Tug of curtain. Turn of knob. Hot water.

Warmth helped some. His muscles must've been more sore than he thought. As he started to wake up, he reached for a rag to soap and finally noticed something wrong on his body. A patch of skin just missing? Right at his hip. Or it wasn't missing but dark and greenish which sounded like a disease… He touched it rather than jumping to panic. Smooth texture, rough when he pulled against the grain of the scales. Scales.

Now Cyril panicked. First he tried to scrub the spot to make sure this wasn't just something stuck to him, but more skin flaked off. When he pushed his finger against the skin at the border, he could see just under the layer of dermis more scales coming in. Like adult teeth pushing out the baby ones. And why was he still hard?

His eight inch cock throbbed in the shower, so pent up it ached. He touched it, wanting to see if scales grew under there as well. When he did he groaned at how sensitive the shaft felt. The sixteen year old shuddered as his foreskin peeled backward and drops of pre joined the water. Even with the run of water the smell of his cock was intensely strong. He couldn't help himself. He pumped his dick and felt a familiar release already coming through him. His thoughts returned to the day before. It was just so erotic: that massive shaft sliding across his skin, soaking in the cum of a huge beast… That musky scent and taste—god he'd do it again.

Cyril moaned and ropes of spunk spilled across the shower curtain. Thick streams of it that the water had trouble breaking up and pushing down into the tub. His dick ached even as he finished and his balls pumped more cum than they had in recent memory. It hit Cyril in the gut, and his wobbling knees couldn't support him. His back slid down the shower wall while his heavy cock hung twitching between his legs. A sticky strand of seed stubbornly swung stuck to his urethra. He scooped it up and tasted it, which made him ache with more need. It reminded him of the thick cum from the day before. It didn't taste like his usually did—it was saltier and more masculine.

He almost went back to masturbating, but heard another knock on the door. His younger sister yelled through it, “Hurry up Cyril, I need to use the bathroom!"

Cyril fumbled for the knob and turned the shower off. He didn't need to cum again, he needed to figure out what the fuck was going on with his skin. He opened the door with a towel wrapped around his waist, dick pressed up to his belly and pajamas strategically bunched there to hide his erection. His sister wrinkled her nose and asked, “Did you even use soap? You stink."

“Shut up," Cyril brushed past her to his room. He shut the door and reached for his phone. First he tried to google what was going on, but well, that turned up literally nothing helpful. Next he tried texting Cory. At this point it climbed to his stomach as well, traveling the slight rise of his Adonis belt. The patch was about the size of his smartphone. He sent a picture of it to Cory with, Dude I woke up with this

Cyril went back to frantically searching for answers on his phone until a message descended from the top of his screen: wtf is that?

scales

you're fucking with me

dude facetime me right now and I'll show you

A few moments later, using a towel to keep his still-hard cock from being seen, he flashed his camera in front the scales and heard Cory through the speaker say. “Dude, what the fuck is that." Cyril touched it, scratched it, to show it was not fake. When he put the phone screen back to his face Cory asked, “Dude, did you catch some disease from yesterday?"

“It has to be that, right?"

“You got to go to a doctor."

“Fuck though, I can't tell my parents about it."

“Get over here and I can let you borrow my car," Cory said. “My landlord is showing up to repair the A/C later today, so I can't be waiting with you at the ER."

“Thanks man."

“Yeah, dude, I don't want you turning into a fucking lizard."

Cyril shut his phone off and quickly threw a hoodie on and sweatpants. Baggy clothes—hood to help in case he needed to hide his face. God did he need to check the skin on his face for… okay nothing there actually. The clothes also helped with his cock. He flipped it up so the waistband of his boxers and pants kept it pinned to his belly. When he did he shuddered pulling the hoodie down, the fabric against his cock was going to tease him until his traitorous endowment calmed down.

He rushed downstairs, barely remembering to grab his bag. He called at the door, “Heading to school!" a lie but he didn't wait for a response from his parents before the door shut behind him. The cool morning air felt dewy on his face. It felt good, even as his body still ached. Cory only lived a fifteen minute walk away, five if Cyril ran, which he tried at first but it hurt too much.

With a dogged focus, Cyril kept his head down and hood up while he made his way to Cory's. Soon he climbed the stairs to Cory's apartment, each step his knees protested with little jerks of pain. He knocked on the door, painfully aware of how each gesture rubbed the fabric of his hoodie against his throbbing cock.

Cory answered and immediately covered his nose. “Dude you smell like dick."

“Shut up, okay?" Cyril said, voice a little strained.

“You also look like shit," Cory said, stepping into his apartment. “Come on inside, I want to see it."

“See what?"

“The scales dude. I'm not going to just give you my car when you could still be faking it."

Reluctantly, Cyril entered Cory's studio and shut the door behind him. The smell of weed clung to the hardwood floor, but it had been a while since Cory last smoked. So the main thing Cyril smelled was his friend. It reminded him of riding in the car together after work, on those rare times where they got off on the same shift. Both boys sweaty in Cory's car. The scent of his friend was made worse by the fact Cory only wore a pair of boxers. Cyril couldn't help but look at his friend's back dimples or the blonde trail of hair that ran from his navel to his boxers. He'd always had a crush on his friend, and seeing him like this didn't help Cyril's boner at all. The tall, lean nineteen year old fell back onto his futon, facing the door and Cyril. A clean image of Cyril in the older boy's lap, the two sharing a heated kiss, pass so suddenly that Cyril had trouble not blushing in front of his friend. It was clear by the blanket kicked to the foot of the futon and pillow on the floor that Cory had been sleeping until Cyril texted him.

Cory snickered. “Oh shit, do you have a boner, dude?"

Cyril blushed and fit his hands in his hoodie pocket to try and hide the obvious. “I woke up with it, I can't get it to go down."

“Can't believe you got dino-viagra in your system."

“Cory!"

The older boy laughed again and waved him closer. “Whatever dude, just get over here and show me the spot. And make sure you don't flash me while you're at it."

Blushing furiously, Cyril stepped to the futon. With one hand wrapping the fabric of his hoodie over his dick to make sure he didn't expose himself, he pulled down the waistband of his pants, exposing some of his pubes and a patch of scales next to them.

“Whoa, what the fuck, dude," Cory said. Cyril stared at the curtained window, his breath hitching when he felt a finger prod the scales. “Can you feel that?"

“Yeah, of course," Cyril said while Cory's fingers continued to trace across his scales.

“Fucked up."

“You done?" Cyril tried to pull his pants back up but Cory stopped him.

“Wait."

“What?" Cyril demanded, finally looking down at his friend.

Cory stared straight at Cyril's waist, his face flushed. “You smell…" but Cory couldn't finish it.

“I know, I know I stink," Cyril growled and stepped back.

Cory yanked him back by his waistband. “No dude, I—fuck…"

“Cory?"

“It smells really good."

Cyril was stunned. For a moment neither boy moved—just breathed. More and more Cyril's musk overwhelmed the other smells in the apartment. Cyril watched his friend struggle with something, even as he kept his grip on Cyril's waistband. The younger boy eventually asked, “What smells good, Cory?"

That question seemed to make Cory recover some senses. He shoved Cyril away, quickly saying, “Nothing dude, don't worry about it."

Without really thinking what it might do to their relationship, Cyril hooked his sweatpants and boxers under his balls and pulled his cock down to point it at Cyril.

“Cyril—"

“Is this what you want?"

“Dude, I'm not… I've never… god," Cory leaned forward. His mouth hung open a little as he came closer and closer to Cyril's cock. Cyril pulled his foreskin back, and was surprised to see some smegma and dried cum already around his glans. A stronger wave of musk hit them both, and a little whimper from Cory told Cyril all he needed to know. He didn't know at all what was going on, but none of that mattered when he was so close to getting with his best friend.

Cyril asked, with a sudden level of certainty in his voice, “You want to touch it?"

Cory nodded. Cyril could see the obvious line of his friend's hard cock pushing against the leg of one of his boxers.

“Go ahead," Cyril ordered.

Cyril's dick felt oily in a way that should have grossed Cory out, but… soon as his fingers touched that rigid warmth he knew he wanted more. Both boys gasped, and soon both hands closed around the length of Cyril's eight inch dick. The musky smell of cock made Cory feel foggy. He knew he shouldn't be into this, but… He leaned in and rubbed the thick shaft on his face. The warmth of it made Cory whine a little. He wanted to rub that scent into his skin. His nose pushed into the base of Cyril cock and pubes and he took a loud, deep breath. His exhale was a moan. He couldn't remember the last time something made him feel so hot.

“Go ahead and taste it," Cyril told him.

The salty taste of cock nearly overwhelmed Cory. As his tongue worked along the underside of Cyril's shaft, his eyes teared up a little and he shuddered. He didn't want to stop, though. Hand moving to Cyril's base, his tongue worked up that spire till it teased around his foreskin. He kissed the tip and felt Cyril's hand rest on his hips. The younger, smaller boy rolled his hips forward and suddenly the thick tip of his dick thrust into Cory's mouth. His lips peeled foreskin backwards and the sudden taste of cum and smegma made Cory groan. His friend tasted rank yet intoxicating. The sharp salt and musk made his head spin a little.

Cyril eventually started teasing his hips forward and back. More of his dick pumped into his slick mouth, and Cory had to concentrate on keeping his mouth wide open around his friend's thick cock. Soon half of Cyril's shaft slid in an out of Cory, the hand in Cory's sandy blonde hair jerking him forward a bit now. Cory let his mouth get used, content to suck and savor the taste of his friend's shaft. Cyril's dick leaked pre cum at a constant rate, and every few pumps Cory found he needed to swallow the salty mixture of his spit and pre cum.

The promise of pre seminal fluid eventually made Cory start to stroke the base of Cyril's cock. His other hand fondled his friend's balls, which felt heavy and full. Cyril's thrusting got rougher, and Cory's lips smacked his hand, which was the only thing keeping Cyril from burying his dick in Cory's throat. The only thing stopping him. Why was Cory trying to stop him? He let go of Cyril's shaft and suddenly he felt that prick slam forward. Cyril gasped, “Fuck…" while Cory's face was pushed into his friend's pubes. Those balls slapped his chin. He gagged, and his throat closed and clenched around the dick inside it. Cyril ground his hips forward, and Cory complacently closed his eyes and sucked on his friend's shaft.

“Oh shit…" Cyril said. “Cory if you… I'm gonna…" His voice near broken, his cock throbbing inside him. Cory wanted nothing more than his friend's cum. Cory wrapped his hands around Cyril's back and pulled the younger boy against him. The teenager's warnings became simple whimpers while Cory obediently swallowed around the cock his throat warmed. It felt good to just give into the feeling of servicing his friend's dick. It felt good to just—

Cyril cried out, both hands on the back of Cory's head when he came. Cory felt thick waves of seed pour into his throat, and it was like a switch flipped. Cory felt, wet, sticky spunk start to pour into his boxer's—his orgasm a sudden release he didn't know he waited for. He hadn't even touched himself but… his noises became totally muffled till Cyril yanked backwards. Cory's mouth suddenly filled with a heavy mixture of Cyril's cum. It was thick in his mouth, slipped on his tongue in globules that he had trouble swallowing while Cyril pulled all the way out. Soon the younger boy rubbed his cock into Cory's face while he huffed and gasped and cum spilled across his best friend's face and hair. Cory, still in that strange headspace, quickly closed his lips around Cyril's left nut, sucking and worshipping his friend's scrotum while he felt them churn out seed at a stunning, inhuman rate.

Eventually, panting, both boy's orgasms ended, but the scent of musk and cum remained. And Cyril was just as hard. Cory's own arousal had barely softened before it started to firm up again. The only thing changed, Cory noticed vaguely, were those patch of scales now ran down Cyril's left thigh. Before he could register what that might mean, Cyril grabbed his chin and kissed him. It was strange to think this was the first time a guy kissed him, but Cory found he still had the capacity to blush as Cyril's tongue pushed inside his mouth. The younger man pinned Cory to the back of the futon with the kiss, tasting his own musky cum while his dick pointedly rubbed against Cory's stomach. Cyril had straddled him on the futon.

Cyril broke the kiss and asked, “Does this thing flip down?"

Dazed with cum still sliding down his face, Cory said, “Yeah… why?"

Cyril kissed him again and said, “Because we'll need the room." He pushed his friend down across the futon, the smaller boy's weight on top of him good and exciting.

Cyril stood in the T-Rex exhibit back at the zoo. The massive dinosaur was standing in front him, looking down with a surprisingly impatient expression. His massive cock was hard and hung twitching between his legs. A string of pre bobbed in the air thick as the dangling strand of cum Cyril scooped off his cock in the shower this morning. Cyril understood and obediently went to his partner. Cyril's hand reached up to touch that cock, and when he felt the warm flesh against his palm the changes to his body made a calming sort of sense…

Cyril started awake. His body no longer ached like it had this morning, but… he touched himself, gasping as scales covered most of his body. The flesh of his cock had darkened as well, and he was still hard somehow. His balls were changed, and the musk in the room was noticeably different. A bit dryer and earthier than it had been this morning, but still incredibly masculine and potent. It was dim in the apartment and on the other side of the futon mattress Cory was wrapped in a blanket sleeping. That's right, originally he'd fallen sleep with his best friend in his arms. There was a mess of dried cum all over the mattress, wet spots here and there. They'd fucked for hours. Trading places, switching roles, and encouraging each other to keep going until both boys were totally exhausted. He somehow managed to cover Cory inside and out in his cum, but his friend loved it. And with each release, Cyril suddenly remembered, the scales on his body grew to new places.

He was more lizard than human now. All he lacked was the muzzle, the tail, and a few other things. Cyril's cock throbbed at the thought of his changes and he reached for Cory. He barely managed to stop himself from pulling the older teenager into another romp. He quietly rolled off the bed and got dressed. He needed answers, and there was only one place he could think to go to find those answers.

He found Cory's keys and quietly shut his friend's door behind him. It was evening, and he imagined his parents were probably worried sick, but Cyril couldn't go home looking like he did. He pulled his hood up and quickly walked for Cory's car. His hands, now covered in a mixture of bruised blue, black, and green scales, shook as he shut the door inside the car. He didn't know why, but he knew he needed to head to the zoo. He needed to talk to someone there. Surely someone there would know what the fuck was happening to him.

***

The drive to the zoo was long and quiet. By the time he got there the moon had risen, and midnight had passed. The zoo parking lot was almost empty, and Cyril knew it made no sense not to go see a doctor, but something kept a pull on him. He needed to go back to the spot and see that dinosaur again. When he climbed out the car, the sound of crickets filled the empty night. He saw a few cars in the back of the lot, which might have been security guards or a janitorial crew or who knew what. None of it mattered. He went to the ticket booth at the front of the zoo to find the place firmly gated. It only took a few minutes of pacing the perimeter before he found a spot in the fencing that was easy to scale. He dropped into the grass, feeling light on his. All the aches from the morning felt gone. Aside from the ache running through his shaft. It had not let up at all during the drive, and Cyril spent long minutes just edging himself while he cruised along the highway.

He jogged along the road that made a long track around the zoo, heading to the very back where he knew the dinosaur exhibit to be. The entire place had an eerie stillness to it. All the animals were inside their pens, and aside from a few lights, the only thing illuminating the road was the half-full moon. When he reached the T-Rex exhibit, it was just as he left it. Empty feeling, solid sloped concrete walls and thick clusters of trees circling the entire exhibit.

Heart hammering in his chest, Cyril glanced around, then hopped over the fencing. He crawled across the netting that was meant to keep kids from falling into the exhibit, and reached for the high branch of a tree to grab onto so he wouldn't just fall the length of the thirty foot drop. A gentle breeze had the branch swaying just out of his reach, and when Cyril stretched to reach for it the edge of the net pitched under his chest and he fell forward. Cyril managed a half scream as he tumbled in the air and then landed on his back.

He gasped and groaned in pain, back arching and rolling onto his side. He cursed, teeth grit as he struggled with the fall. At least he was alive and—

“Who's there?"

Oh shit. Caught already? After getting this far? He expected a flashlight to shine on him as a set of heavy footsteps approached from the edge of the trees. It was only then Cyril caught an all-too familiar scent of the T-Rex's musk. Back still aching, he sat up with hands upraised. “I'm—I'm uh sorry, I didn't mean to break in…"

Whoever it was stood behind him now, and whatever he expected, he did not expect the voice to say, “That scent—it's you."

Even though scales meant he couldn't blush anymore, he still felt heat in his cheeks. “Me?" Tender because the pain, he craned his neck around to see who spoke to him. Towering above him, a figure on two legs stood, a long dark green tail behind them. Their body was broad but human like, only they head the head of a familiar dinosaur, and their feet were still digitgrade. And hanging between two large, muscled trunks of thighs, was a heavy cock twice the size of Cyril's. A familiar scent wafting from it.

The creature—person?—knelt and their massive body swung downward so Cyril was face to muzzle with the hybrid dinosaur. He huffed and warm air washed across Cyril's face. He said, “I see you've not changed as much."

Cyril, mouth agape, suddenly felt very annoyed. “Just look at me. I've lost all my skin and hair!" Cyril ripped off his hood defiantly, but the T-Rex seemed unimpressed.

“And I've shrank closer to you then you'll ever grow to me," he said.

Cyril gasped. “Then that means you're—"

“Of course I am," the anthro dinosaur said.

“And you can speak?"

The dinosaur looked down at his scaled hands, bound to four digits instead of five. He said, “I am not sure what happened. I woke with these changes after having a dream about you."

Cyril looked him up and down. It was hard not to admire the masculine specimen who dwarfed him. He must have been seven feet tall, at least. And that cock—he got caught staring at it when the dinosaur cleared his throat. His eyes had a hint of wry amusement when they Cyril looked up and fumbled for words. “Uh… um—what should I call you? Bruno—"

“Rex is fine," he answered.

“Um, okay."

“Well I'm not going to let those zoo handlers name me," Rex said.

“Sure, sure, Rex is just—"

Rex prodded Cyril's chest and said, “You got something to say, bro?"

Mouth hanging open, Cyril shook his head no.

“Good, now what's your name?"

“Cyril."

Rex nodded his large head. “That's cute name. Good one for my boyfriend."

An embarrassing squeak erupted from Cyril's throat. “Ex-excuse me?"

“Rex and Cyril, I like it."

“Um…"

Rex reached down and hefted his heavy cock between his squatting legs. “Don't pretend like you haven't been eyeing this since you've seen it. Did you miss it?"

Cyril watched Rex slowly pump his massive cock, mouth hanging open again.

“Well?"

“Fuck yes," Cyril said.

“Heh, that's what I thought," Rex said. Cyril had no clue how exactly Rex thought they could date or even get out of the zoo without winding up in some government compound, but all those anxieties faded at the entrancing site of Rex's cock drawing closer. His dick wasn't quite hard yet, but it looked big even for the massive anthro. And the smell of it. That musky cock flesh was as strong as when Cyril had been trapped in the breeding dummy. The smell of dried cum clung to it, and it made Cyril's own arousal ache. That heady scent made him forget about the transformation. All that mattered was Rex, and whatever Rex wanted from him. The dinosaur pushed him flat on his back and pulled Cyril's sweatpants down with ease. The teenager's leaking cock throbbed in the cool night air and its musk joined with Rex's.

Rex pinned Cyril to the ground with a dominant stare, and the boy's breath hitched when he felt the heavy meat of his partner's shaft touch his. One broad hand planted on the ground near Cyril's head, the other reached down. Cyril watched the silhouette of Rex's foreskin get pulled back, the shaft pushed against Cyril's, before he let his foreskin fold over Cyril's shaft. Cyril moaned when he felt the oily warmth of that skin close around his prick. Rex had enough foreskin to cover half of Cyril's shaft. He bucked his hips up into the docking while Rex kept a hold on their cocks to keep them joined together. His dick sliding in that tight, oily warmth made Cyril bite his bottom lip.

Rex growled, an affectionate low rumble before nuzzled Cyril's cheek. “Feel good, doesn't it, bro?"

“God, Rex."

“You going to cum already?" Rex teased, gently sliding his hips up down, his shaft and foreskin teasing Cyril's needy dick.

“I've been pent up for hours now," Cyril whined. It was true. He needed to cum soon as he woke up in Cory's bed.

Pre cum from both cocks had started to make the experience wet and slippery. The tight grip Rex had on their cocks made the gentlest of strokes bring Cyril to the edge. A part of him wanted to grab Rex by the hips and fuck upward into the bigger anthro's dick, but this teasing also felt so good. Just panting and taking in Rex's scent as the dinosaur smothered his cock in it. Cyril also wanted this to never stop.

But Rex had other plans. He started to work his hips faster. He said, “Come on bro, cum for me." The slippery warmth of being wrapped another male's foreskin was too much. Cyril's back arched as he let his release run through his body. His orgasm felt more urgent than ever as warm spunk pooled around his glans, then his shaft before he watched clear white stream of cum slide out around Rex's foreskin and down his shaft. The sixteen year old panted as he watched Rex's foreskin balloon outward from the orgasm while the anthro tried to hold as much within his foreskin as possible. Still seed spilled around the edges, but seeing the mess only made Cyril more aroused, more needy. The musky smell of fresh cum made him long to be back in the breeding dummy again.

Then Rex pulled away, slowly, carefully, pinching the end of his foreskin closed, some thick pearls of spunk sliding down his shaft as he sat up on his knees. His cock hung over Cyril's face as the dinosaur ordered, “Get your top off."

A small part of Cyril's brain knew what was coming, but he was too fixated on the order and the sight of Rex's dick to do more than quickly struggle out of his hoodie. He threw it away while Rex's hard cock hung there, foreskin heavy with seed. The bulge at the pinched tip of his shaft was about the size of mango. Then Rex let got with a sigh. Cyril moaned as a large splash of musky cum fell over his face, neck, and chest. The warm, sticky substance dripped across his scales, and he reached up to rub it into his new body. The smelly scent of cum all over him was so powerful he didn't even notice the tingling in his face, even as it changed. He only noticed when he pushed spunk up his neck and into his jaw that it had changed, his head now like Rex's. Yet Cyril couldn't be upset. It felt so warm and good.

Rex kiss his new muzzle, the act awkward and clumsy, but when his big, broad tongue slipped into Cyril's new muzzle the teenager couldn't help but wrap his arms around Rex's head. The bigger anthro rested on top of Cyril as the two exchanged a sloppy kiss. The taste of cum lingered on Cyril's lips, and that seemed to make Rex only more eager, his throbbing flesh sliding up and down Cyril's stomach. Fresh pre cum smeared into Cyril's gut and made the scales there prickle a bit before warmth spread down his legs. A slight ache followed the warmth, but nothing like this morning, and it was completely buried under the foggy pleasure of Rex's kiss.

A hand squeezed Cyril's waist and Rex broke the kiss to say, “Turn over and get on your knees."

Cyril eagerly did, finding with surprise that his sweatpants felt a little tight around his thighs. With Rex's help he got them all the way off and offered up his scaled rear for the bigger dinosaur. Cyril craned his new head around and watched Rex grab him by the ass. He spread the changed teenager's scaled cheeks apart and rubbed his muzzle there. Cyril shivered and saw his partner's large nostrils huff as Rex took in his scent. Rex's gaze stayed locked on Cyril, but Cyril didn't need to beg or say anything to get the bigger anthro to drag that big tongue from his taint all the way up to his asshole. The warm, firm muscle made Cyril clench down on nothing. His rim winked and offered an enticing sight for Rex, who growled and started working harder to sate his appetites.

Cyril shut his eyes and just let Rex lick and tease his rim. That fat tongue quickly coated his crack and entrance in Rex's spit. As he did, Cyril felt an itch on his tailbone, which a quiet part of him could guess was his tail growing in, but he didn't want Rex to stop. Soon he felt the strange sensation of a hand closing around a new, growing appendage as Rex pushed forward with his muzzle, the tip of his tongue grinding its way into Cyril's rim until the flesh yielded. Suddenly tongue was inside Cyril, Rex's thick muscle, and when the seal broke more spilled quickly inside. Cyril grit his teeth and felt his dick drip fresh pre on the ground beneath him. Rex rubbed the growing tail as if he encouraged it, the top of his muzzle rubbing against it as his jaws stayed open and he pressed forward to try and get as much tongue inside Cyril as possible. And it was a lot. Cyril never felt himself so spread before as the slick muscle wriggled inside him. He felt it brush across his nut and a shock of sensation ran through his body. He arched backwards into Rex's muzzle and moaned, encouraging his partner to keep going, his tail now wagging left and right.

Rex's arm wrapped around his legs and he grabbed Cyril's cock. He started milking the teenager's dick, which ached in Rex's grip. That combined with that broad tongue pushing his button down was too much. He screamed and came again. Thick waves of spunk, undaunted from the last orgasm spilled onto the ground beneath him. Cyril groaned weakly as Rex removed his tongue and kept pumping Cyril's cock. The smell of fresh cum wafted up to the boy and made him whimper while Rex encouraged him with, “That's it bro, come on and just give in to the changes. Fuck you look so good right now." Cyril pushed back into Rex's weight while the anthro aimed his cock at Cyril's chest and face. Sticky cum splattered onto him and dripped to the ground while Rex worked his shaft and eagerly sucked and licked Cyril's heaving balls.

Cyril clawed at the ground, and realized he now had claws dotting the tips of his fingers. He still had five, but his hands definitely got bigger as well. Rex released his dick, and Cyril looked behind him to his cock dripping over a thick pool of cum. His dick was bigger than before, as were his legs. He'd grown and he hadn't even noticed. Rex was still bigger than him, but Cyril had closed the gap enough that when Rex sat up on his knees he was the perfect height for fucking Cyril's upraised ass. And also it didn't look like that thick mast of cock wouldn't completely split Cyril in half.

Rex put both hands on Cyril's ass and groped it before he said, “Bro I'm so going to enjoy fucking you." Cyril found he wagged his scaly rear back and forth for Rex as if teasing him with the sight of his spit-wet rim was completely natural between them.

“Fuck, please Rex."

“Hehe, that's right. You're really horny, aren't you?" Rex slid his dick against Cyril's ass. That weight felt so heavy and natural.

“I've needed this all day," Cyril whined. Cyril heard Rex laugh while he reached back with both hands and spread his asshole best he could for Rex. He exposed the glistening, dark flesh of his stretched rim, which depressed when Rex fit his cock against it. It was a hard entrance. Rex was still very big. His cock entered Cyril like getting fisted. Cyril screamed in a mixture of pain and pleasure, something about yawning open around that tube of meat already made his dick ache. Rex growled as Cyril clenched around that firm head. He wasn't sure if his body tried to encourage his partner or force him out. Cyril wasn't sure about a lot of things in the moment. He could barely breathe after that first penetration. He just felt so full.

Rex knew exactly what he wanted though. He grabbed Cyril's wrists and tugged the smaller anthro onto his cock. Several more inches of that girth forced inside Cyril. This time any pain passed into oblivion when that shaft pulverized his prostate and made Cyril's back arch, his tail lash. Another much weaker cry. He felt sensation push into his cock as if he might cum, but nothing came out, not yet. And still Rex kept a tight grip on his wrists. And still the bigger anthro pulled Cyril backward onto his ploughing cock. The young teenager didn't know how his body took everything so well. His tail thrashed a little. He pushed a slew of curses out his lips and tears ran down his cheeks as more of that girth sank inside him.

“You're doing good, Cyril, almost there," Rex said. Cyril groaned but didn't dream of trying to get out of Rex's grip. He wanted the whole thing inside him—even if it completely wrecked Cyril and turned him into some hybrid creature the rest of his life, Cyril needed that cock. Rex snarled when their hips met. A set of fat, scaly balls met a slightly smaller pair. Cyril panted, feeling like he breathed around the dick inside him. His asshole ached, but that tension on his prostate had him completely on edge. He felt like he might blow any second, and that orgasm felt more pressing than all the others before it. Rex huffed and adjusted his grip on Cyril's wrist.

“Doing good, bro?" Rex ask. Cyril just nodded. Words felt impossible right now. He didn't even want to look down and see how much his stomach must have bulged outwards. Rex slackened his grip on Cyril so he could slide his dick out. The slow removal of cock made the teenager whine with something between discomfort and need. He didn't need to wait long, though. Rex yanked him back and slammed his dick inside Cyril. The teenager's scaly body went rigid, his pendulous cock swung upward and slapped wetly against his stomach. He screamed and felt an orgasm spill through him, but it was like he was too stuffed full, his prostate couldn't clench down and so his cock throbbed and ached, his balls lifted a little but nothing came. He struggled in Rex's grip, but his partner held him firm.

The anthro T-Rex worked backwards and when he did a thick string of spunk poured weakly from Cyril's cock. Then Rex thrust back in. His cock swinging again, threw that sticky string against Cyril's neck, another sense of cumming with nothing. He groaned. The sensation made his head fuzzy. He couldn't feel his bottom half when Rex got into a rhythm. Cyril's cock threw more seed around, his dick in a low state of orgasm as cum eked out and Rex used him. The strength of the Rex pulling him by the wrists actually made Cyril's shoulder's sore, but it mattered so little. He was being held off the ground from how hard Rex pulled him backwards, bouncing Cyril's ass wetly on his cock. A constant flow of Rex's pre cum had made his movements slick by now.

His stamina was impressive. Cyril lost time in the middle of exhibit, getting fucked in the moonlight and spilling cum beneath the two of them. Rex worked him like a machine, until Cyril felt his senses stretched to their limit. He almost thought he needed to beg Rex to cum, that if he didn't Rex would fuck him into oblivion. But then with a roar Rex pulled Cyril backwards, hilting the now slightly smaller anthro on his dick. Rex fell back onto his haunches and led, Cyril with him. He pulled Cyril against his chest, the teenager sitting on his partner cock while Rex hugged him close.

And as if Rex waited for Cyril to look down and see the bulge in his abdomen, Cyril felt warmth erupt inside him. Cyril's entire front at this point was covered in a mixture of fresh and dried cum, and still his body became more erotic as thick floods of spunk filled him. Rex groaned against him and bit down on Cyril's shoulder while the boy panted and gasped and watched the light green scales on his stomach grow taught as he filled with seed. Rex ran a comforting hand over the swell as the seal finally broke and cum poured out his abused ass. His partner's lap suddenly felt sticky and wet, but Rex just kept cumming and cumming. It reminded Cyril of his productivity when he was completely feral.

He didn't cum that much, of course, but by the time he finished two panting anthro T-Rex's sat together. Rex kissed his shoulders, and Cyril felt some relief as his partner's orgasm began to taper off. He sighed and settled back into Rex's lap, and as he did he felt warmth and heat run through his body. His scales suddenly felt pleasant all over, like he stood in a sauna. Rex shuddered as both had similar sensations run through them, and Cyril felt himself shrinking. The weight of everything felt smaller. Clammy skin, not scales pressed up against his back and when he looked down he saw he returned to normal. And Rex…

He twisted around and saw a handsome young man with a head of dark hair look down at him in the moonlight.

“R-Rex?"

The once-dinosaur nodded. “Yeah… uh, I don't get it, either."

Cyril swallowed the lump in his throat and said, “Maybe we should get out of here before someone catches us."

“Good idea."

“I don't know if I can walk, though."

“I bet I could carry you," Rex said. He might have been human, but he still was bigger than Cyril with a serious amount of muscle on him. He didn't doubt for a moment Rex could carry him out, and something about that made Cyril blush.

***

“Who the fuck is this, dude?" Cory asked, standing in the doorway of his apartment and looking half-awake in the first grey tinges of dawn.

“He's my boyfriend," Cyril said, grabbing Rex's hand. Rex felt like Cyril's age, though he didn't understand a lot of what was going on, he shuffled closer to the smaller teenager and wrapped the blanket they found in the trunk of Cory's car tighter around him.

“Boyfriend. Dude we… we fucked! And then you took my car and come back with a stranger—also the scales?"

Cyril said, “Just let us inside, and I'll try to explain best I can."

Cory gave Rex a look.

“Both of us, Cory."

Grumbling, Cory let them both in. He shut the door behind him and said, “Okay, explain." It took the better part of an hour for Cyril to retell his side of the story. Rex added his contribution, hand on Cyril's thigh as they sat together on Cory's futon while the older boy stood and listened. Rex had started feeling the changes around the same time Cyril had, but they were minor and the zookeepers didn't notice when they fed him the morning before. Once he got to a certain size, he was able to break out of his cage, and that's when he got out and stumbled into his exhibit and, in the midst of trying to masturbate, heard Cyril fall into his pen.

Cory listened without more than a few clarifying questions. When they finished Cory shook his head. “This is all fucking crazy dude. But this afternoon you were covered and scales and I was begging you to fuck me. I'm still sore."

“Heh, I bet it was good though," Rex said.

“Shut up, dinosaur," Cory said, face flushing red. “That's beside the point. Cyril, we got to figure out some stuff, cause I still don't know how to feel about us fucking. But we can do that later—why did you come back here?"

Cyril and Rex exchanged glances. They talked about this on the drive back, and took each other's hands before Cyril said, “Well, aside from giving your car back, Rex needs a place to stay. We can get him a job, and I was going to try to enroll him at my school—I can help pay his rent and—"

Cory raised his hand and Cyril stopped. The older boy sighed. “I figured you were going to ask this."

“Cory, please…"

“Don't beg dude, you're cooler than that. I'll look after your boy, because it's you Cyril." He pointed at Cyril's boy and said, “Yo Rex, you're not gonna turn back into a dinosaur out the blue, are you?"

“Actually…"

“Okay well I hate where this is going," Cory said.

“We figured out how to control it when we were escaping from the zoo," Cyril said. “There was a point where we couldn't get a door opened and… maybe we should just show you. Rex?"

“Sure thing," Rex said. He stood up and Cory gaped as he watched the six foot teenager gain another foot in height and morphed into an anthro T-Rex in a matter of a minute.

Cory stared, in particular, at the heavy set cock filling the apartment with a familiar musk. He swallowed the lump in his throat and he looked at Cyril. “You can do this, too?"

“I can't get as big as him, but yeah."

Rex smirked as Cory eyed him up and down, clearly getting aroused at the sight and smell of Rex. He coughed and said, “Well, I guess he can stay. I've got a few ideas of how he can pay rent."